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SPOT SALES CONTRACT for Copper Concentrate

Contract Date : Contract No. : This Contract is made and entered into this __th day of ______, 200--- by and between Seller Int’s Corp., a corporation duly organized and existing under the laws of the Republic of Korea, with its principal office at ------------------------------------------------------------------------------- Korea (hereinafter referred to as "Seller") and Buyer Company Limited (Name of Buyer), a corporation duly organized and existing under the laws of the (Buyer’s Nation), with its principal office at (Buyer’s Address) (hereinafter referred to as "Buyer"). The Seller agrees to sell and deliver and the Buyer agrees to buy and receive the following Material mentioned hereunder in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of mutual premises and covenants hereinafter set forth, the parties hereto agree as follows : 1. MATERIAL:

Los Pelambres Copper Concentrates of Chilean origin (hereinafter called “Material”)

2. QUALITY:

Los Pelambres Copper Concentrates, assaying typically as commercially known.

3. QUANTITY:

20,000 dry metric tons, plus/minus ten percent (10%), in Seller’s option. 4. SCHEDULED SHIPMENT:

◆ F인도조건계약

In bulk, in two lots, approximately 10,000 dmt each, plus/minus ten percent (10%), at Seller’s option one lot during July 200--- and one lot during November 200---. Both Parties understood and agreed that the shipment could be delayed due to the expansion program of the Seller’s supplier (“Producer”) at the mine. In this case, Seller shall provide Buyer with the evidence from the mine if requested by Buyer ◆ C인도조건계약

In bulk, in two lots, approximately 10,000 dmt each, plus/minus ten percent (10%), at Seller’s option, subject to vessel availability in accordance with IMO regulation

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one lot during July 200--- and one lot during November 200---. Buyer shall advise Seller in writing of the destination port no later than ___ (__) days prior to the month of scheduled shipment.

4. DELIVERY:

◆ F인도조건계약

In bulk, FOB ST Ventanas port. Seller shall guarantee a minimum load rate of 6,500 WMT as per WWD SHEX UU (weather working day Saturday afternoon, Sunday and Holiday excluded unless used). If used, actual time used shall count as laytime. Seller shall credit Buyer with a freight credit of Dollars 33.00 (thirty three point zero zero). Demurrage/Dispatch shall be per Buyer’s charter party. The receiving destination applicable to this Contract, shall be Asian ports, including but not limited to India, Philippines and Kazakstan, however excluding Oman, unless otherwise mutually agreed. ◆ C인도조건계약

In bulk, CIF FO main Japanese port or parity. Buyer guarantees to discharge at the rate of 2,500 WMT as per WWD SHEX UU (weather working day Saturday afternoon, Sunday and Holiday excluded unless used). If used, actual time used shall count as laytime. For Chinese ports Buyer guarantees to discharge at the rate of 1,500 WMT as per WWD SHEX UU. Dispatch/Demurrage shall be as per Seller’s charter party. The nominated vessel as carrying vessel shall be a single deck bulk carrier maximum 15 years old suitable for grab discharge and acceptable by Buyer. The vessel nomination notice to Buyer shall include full vessel details including size, flag, year, LOA(?), beam, no. of hatches/holds, type and size of gear and dispatch/demurrage rates. Buyer shall not unreasonably withhold acceptance thereto. Laytime for discharging in Korea, Japan or China to commence at the earlier of discharge commencement or at 1300 hours the same day if notice of readiness (“N/R”) is given on or before 1200 hours after the ship is reported and in all respects ready to discharge and written notice tendered and accepted whether in berth or not. N/R is to be tendered during official hours when the vessel is in free pratique. Unless the vessel is already on demurrage, shifting time from anchorage to berth shall not count as laytime.

5. PRICE:

The price of the material shall be the sum of the following payable metals less the sum or the deductions as listed below (all fractions pro-rata):

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5.A) Payable Metals:

5.A.1 Copper : Buyer shall pay for ninety six percent (96%) of the copper content as per copper assay (determined in accordance with Article 9), at the monthly average of the cash settlement quotation for official LME Copper Grade A as published in Platt’s Metal Week for the Quotation Period.

5.A.2 Silver : Buyer shall pay for ninety percent (90%) of the full silver content

as per silver assay (determined in accordance with Article 9), at the monthly average of the official London Bullion Broker Spot quotation in Dollar as published in Platt’s Metal Week for the Quotation Period.

5.A.3 Gold : if the gold content is below one (1.0) gm/DMT, then no payment

shall be effected. If the gold content is one (1.0) gm/DMT or higher, then Buyer shall pay for ninety percent (90.0%) of the full gold content as per gold assay (determined in accordance with Article 9), at the monthly mean of the London initial/final fix averages in Dollar as published in Platt’s Metal Week for the Quotation Period.

5.A.4 No other metals shall be payable.

5.B) Deductions:

5.B.1 Charge:

Copper : Dollars Eighty two point seventy five ($82.75) per DMT of Material.

5.B.2 Refining Charge:

Copper: The Refining Charge shall be Eight point Two Seven Five

Cents (￠8.257) per pound of payable copper.

5.B.3 No other deductions shall be applicable.

6. QUOTATION PERIOD:

The Quotation Period for Copper shall be the average of the fourth calendar month following month of scheduled shipment. The Quotation Period for Silver and Gold shall be the average of the calendar month following month of scheduled shipment.

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7. PAYMENT:

7.A.1 Buyer shall remit ninety percent (90.0%) as provisional payment, within ten (10) days after the bill of lading date concerned, to Seller’s nominated account, and against Seller’s presentation of the following original shipping documents:

1) Full set of clean, on board dated, ocean bills of lading made out to order

of shipper, blank endorsed, with notify party to be advised timely by Buyer;

2) Seller’s provisional commercial invoice; 3) Weight and Assay Certificate, issued by Producer or Independent

Surveyor at the port of loading; and 4) Certificate of Origin issued by the Chamber of Commerce in Chile.

7.A.2 The provisional payment for the Material shipped, shall be invoiced, based

upon the average prices for each of copper, gold and silver of the two (2) full calendar weeks prior to bill of lading date, as per loaded weights and shipment assays. The invoices and payments shall be established and effected in Dollars and default interest on the payment shall be at the rate of LIBOR plus ___ percent (__%) from due date to the actual payment date.

7.A.3 The provisional payment for the Material shall be made on or before the last

working day of the scheduled month of shipment even if Seller does not ship the Material within the scheduled month due to the reasons not attributable to Seller.

7.A.4 Final payment (difference between final weights, assays, and prices value on

Material and provisional invoice value) shall be made by the owing party, within ten (10) days from the final weights, assays, and prices have been determined and against presentation of the owing party’s final invoice.

8. WEIGHING, SAMPLAING AND MOISTURE DETERMINATION:

8.A.1 For the purpose of final settlement, weighing, sampling and moisture determination shall be carried out at discharging port or at the facility of the receiving smelter ("Receiver"), whichever is customary for the Receiver, at Buyer’s own expenses, in accordance with standard international practice. The sample lot size shall be approximately 500 WMT and each lot shall form a separate and complete delivery for the purposes of settlement of weight and moisture content. The results obtained shall be final and binding on both parties. Representative samples shall be taken from each lot with the following distribution:

- one (1) set for Buyer - one (1) set for Seller - one (1) set for Receiver - one (1) set to be held in reserve for purposes of possible umpire between

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Buyer and Seller - one (1) set to be held in reserve for purposes of possible umpire between

Buyer and Receiver - one (1) set to be held in reserve in case of loss and/or damage

Final dry weight, as determined at the above operations, shall be taken for final settlement purposes. Seller has the right to be represented at these operations, at Seller's own expense.

8.A.2 For Chinese port destinations or any other port where there is not reputable

first class international inspection facilities weighing and assaying the material, for the purpose of final settlement, weighing, sampling and moisture determination shall be carried out, at the loading port, by Seller in accordance with standard international practice, at Seller’s own expense. Final dry weight as determined at the loading port, less a deduction of point three percent (0.30%), shall be binding for final settlement purposes. The Buyer has the right to be represented at such operations, at Buyer's own expense.

8.A.3 All samples shall be sealed and signed jointly by both Buyer’s and Seller’s

representatives. 9. ASSAYING:

9.A.1 Assays for copper, gold and silver shall be made independently on a lot by lot basis, from samples taken at the above operations. The results so obtained shall be exchanged in the normal commercial manner. Should the difference between Buyer’s and Seller’s results be not more than: - Copper: 0.30 Percent - Silver: 20.00 Gram/DMT - Gold: 0.5 Gram/DMT

then the exact mean of the results shall be taken as the agreed assays for final settlement.

9.A.2 If differences exceed the splitting limits allowed in Clause 9.A.1, either party

may request an umpire chosen by mutual agreement, from one of the following:

Inspectorate Griffith, Ltd., at 2 Perry Road, Witham, Essex, CM8 3TU England; or A.H. Knight International Ltd., at Eccleston Grange, Prescot Road, St. Helens, Merseyside WA10 3BQ, England

9.A.3 Silver shall be assayed by commercial fire assay adjusted for cupel absorption

and slag losses. 9.A.4 Should the result of umpire assay fall between the results of the two parties

hereto, the mean of umpire assay result and the closer result of either party shall be taken as the final assay.

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9.A.5 Should the result of umpire assay coincide exactly with the results of either

party hereto, then the umpire assay result shall be accepted by both parties as the final assay.

9.A.6 Should the result of umpire assay fall outside the results of the two parties

hereto, the party’s result which is nearer to the umpire assay shall be taken as the final assay.

9.A.7 The cost of the umpire shall be paid by the party whose assay result is further

from the umpire’s result, except when the umpire assay is the exact mean of the parties assays in which event the cost shall be shared equally by both parties.

10. SUSPENSION OF QUOTATIONS: Should any quotation referred to in this Contract cease to be published or cease to be representative, Buyer and Seller shall negotiate in good faith to establish a mutually acceptable pricing method and in the event of their inability to agree within thirty (30) days of cessation of the quotation, the pricing method shall be determined by arbitration conducted pursuant to arbitration as set forth in Clause 18 of this Contract.

11. TITEL AND RISK: Title of Material shall pass from Seller to Buyer upon Buyer’s provisional payment and the risk of loss for Material shall pass from Seller to Buyer upon Material passing over ship’s rail at the loading port.

12. INSURANCE: ◆ F인도조건계약 및 CFR인도조건계약

Not applicable.

◆ CIF인도조건계약

Insurance for one hundred ten percent (110%) of provisional invoice value shall be covered by Seller under their open policy against All risks in accordance with (English) Institute Cargo Clauses of January 1, 1963, Institute War clause (Cargo), Institute Strikes Clauses (Cargo) and against risk of spontaneous combustion. The value to be covered by Seller in respect of each shipment shall be 110% of the estimated value and subject to adjustment of the final value from port of shipment to the receiving smelter’s yard.

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13. SHIP LOST AND DAMAGE CLAUSE:

13.A.1 In the event that the complete cargo is lost or no part thereof shall arrive in

good condition, final payment shall be made in accordance with the terms and conditions contained herein. Cargo shall be deemed to have arrived thirty (30) days after bill of lading date thereto. Bill of lading weight, along with moisture and assays determined at the loading port, will be the basis for final settlement.

13.A.2 In the event that part of the cargo is lost, final payment shall be made in

accordance with the terms and conditions contained herein. Net dry weight shall be based upon the bill of lading weight less moisture to be determined at the loading port. Assays shall be determined from the samples taken from the portion of the cargo which has safely arrived in good condition and shall be the basis for final settlement.

13.A.3 In the event the damage shall not have altered the weight of the damaged

portion, final payment for the Material damaged shall be made of the basis of final weight in accordance with Clause 9 herein, and assays and prices as determined for the part of the cargo which has been safely delivered in accordance with terms and conditions contained herein.

13.A.4 In the event that part of the cargo is lost or the weight is altered by damage,

final payment for the Material lost or damaged shall be made on the basis of the bill of lading weight adjusted for moisture on the safely delivered and unaltered portion, and assays and prices as determined for the part of the cargo which has been safely delivered and without damage in accordance with the terms and conditions contained herein.

14. FORCE MAJEURE: If the performance of any obligation by any party to this Contract or Producer of Material is hindered or prevented by reason of any of the following events, beyond the control reasonable of the parties or Producer, including but not limited to, act of God, strike, fire, lockout, flood, war, insurrection, mob violence, requirement of interruption of operation at the smelter for failure of raw material supply or other operation requirement, or any disabling cause beyond the control of Buyer, Seller or Producer (“Force Majeure”), the party involving the force majeure shall notify the other forthwith. Such notice shall set forth in reasonable detail the nature of the Force Majeure and the best estimate by the party claiming Force Majeure of the duration thereof. The party so affected shall not be liable to the other for damages on account thereof. However, if Buyer has entered into a freight agreement and/or the pricing period has commenced, Force Majeure shall not be applicable thereto. Any event of Force Majeure so preventing or delaying the performance of any such obligation shall entitle the party affected to suspend such performance during the

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time and to the extent of the Force Majeure, provided that the party affected shall inform the other promptly in writing or by telex or facsimile. Furthermore if the above circumstances continue to be in force for more than six (6) months then either party may renounce any further fulfillment of its obligations hereunder with the exception of obligations which shall have accrued hereunder between Buyer and seller.

15. TAXES, DUTIES, CHARGES AND COMMISSIONS: All duties, taxes, charges and commissions levied or assessed in the country of origin on the Material and/or freight shall be for Seller’s account. All similar levies or assessments in the country of destination shall be for Buyer’s account.

16. ASSIGNMENT: This Contract shall bind and inure to the benefit of the parties hereto, their successors and assignees. Neither party shall assign nor otherwise dispose of any interest in this Contract without the prior written consent of the other party, such consent shall not be unreasonably withheld.

17. NOTICE: All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given or made when sent by registered mail, postage prepaid return receipt requested and addressed as follows or by telex or facsimile: To Seller Int’l Corp. (Seller): (Address) To Bayer Company Limited. (Buyer): (Address)

18. ARBITRATION: Any dispute, controversy of claim arising out of or relation to this Contract, or the breach, termination or invalidity thereof, which is not amicably settled within sixty (60) days from its occurance, shall be settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce of Paris as at present in force. The number of arbitrators shall be three (3); the place of arbitration shall be in Santiago, Chile; and the language to be used in the arbitral proceedings shall be English.

19. CHOICE OF LAW:

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The interpretation and performance of this Contract shall be governed by the laws of Republic of Chile (without regard to choice of law rules).

20. WAIVER: No waiver by a party of any breach of this Contract by the other party, shall be considered as a waiver of any subsequent breach of the same or any provision of this Contract.

21. DEFINITIONS: The following terms shall have the following meanings when used in the Contract: a) “Wet metric ton” or “WMT” means 2,204.62 pounds avoirdupois, natural state. b) “Dry metric ton” or “DMT” means 2,204.62 pounds avoirdupois, dry state. c) “Dollars” and “Cents” means the lawful currency of the United States of

America. d) “A troy ounce” equals 31.1035 grams. e) “1.0 Unit” means a unit in which any chemical assay of concentrates is expressed

as one percent (1%) of the net dry weight of concentrates. f) “A Gram” equals 1/1000 of a kilogram. g) “A calendar month” refers to a named month in the Gregorian calendar. h) “A full calendar week” refers to the calendar days Monday to and including

Friday. i) “A business (working) day” refers to any calendar day Monday to and including

Friday, which is not a legal and recognized holiday at the point of contractual sale. j) “Platt’s Metal Week” refers to the publication which is published every week in

London by Metal Week Journal, Ltd. k) “Date of Arrival” shall be the date on which the master of the vessel tenders

Notice of Readiness, which date is stated on the Statement of Facts prepared at the Port of Discharge and countersigned by Seller of Seller’s representative.

l) “Normal Office Hours” means 8:00 - 17:00 hours on Monday through Friday.

22. INTEGRATION CLAUSE: This Contract No. __________, represents the entire agreement of the parties, with respect to the subject matter hereof, and may not be altered or amended except in writing, signed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement in duplicate to be executed by their duly authorized representatives as of the date and year first above written.

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Seller Int’l Corp. Buyer Company Ltd. By : ________________________

By : ________________________

Name : Title :

Name : Title :